Website terms of use

Nightjar hydro plant in Argyll

Terms Used

This website www.downingcrowd.co.uk (Website) is owned and operated by Downing LLP, a limited liability partnership registered in England and Wales under number OC341575 and with our registered office at 5th Floor, Ergon House, Horseferry Road, London SW1P 2AL and VAT number 112 940 149. Downing LLP is authorised and regulated by the Financial Conduct Authority (FCA) with firm reference number 545025.

Any reference to Website includes our funding platform at https://www.downingcrowd.co.uk (Funding Platform) which is accessible by registered members. Any reference to you or your, means you as a customer of our products and services and/or as a user of our Website. Any reference to we, us, our or Downing is to Downing LLP.

Downing is providing a crowdfunding platform for registered members to access details of, and apply to invest in, or lend to, a variety of UK businesses. Such opportunities could include bonds, loan agreements, shares or other investments, each of which will be detailed in related offer documents on our Funding Platform. In these terms and conditions (Terms) we refer to these opportunities as investment products. The entity or company which registered members apply to invest in or lend to, and which issues the investment products, is referred to in these Terms as the borrower. The borrower will be identified in the related offer document as well.

These Terms set out important information including, without limitation, information regarding how you may make use of our Website as well as your rights, obligations and the restrictions that may apply when you use our Website. We recommend that you read these Terms carefully before using the Funding Platform.

Any reference to our group of companies is to any fund, co-investment fund, investment trust, company (whether limited or unlimited) or partnership managed or advised by Downing, any direct or indirect subsidiaries of Downing, or any partnership or company carrying on business in succession to Downing or of which any such party is the general partner.

Any reference to the custodian means Thompson Taraz Depositary Limited, incorporated and registered in England and Wales (with company number 06043483 and FCA No: 465415) whose registered office is at 4th Floor, Stanhope House, 47 Park Lane, London W1K 1PR. The custodian is responsible for holding your investment money in its client account before it is invested in the investment product, and once any interest or capital is repaid from the borrower.

We may change the identity of the custodian or undertake this role ourselves directly but we will notify you before we make any changes to where your money is held. Any replacement custodian will be capable of fulfilling the appropriate legal and regulatory requirements and references to custodian will apply to any replacement custodian as is notified to you from time to time.

Any reference to the client account is to the custodian's aggregated client account where your money is held, segregated from Downing LLP's own funds.

Any reference to minimum fundraising amount is to the amount set out in the relevant offer document as the minimum amount that the borrower is looking to raise through the offer and if this threshold is not met the investment will not proceed.

Any reference to maximum fundraising amount is to the amount set out in the relevant offer document as the maximum amount that the borrower is looking to raise through the offer.

Any reference to multiple tranche offer is to an offer in an offer document where there is more than one closing date for the offer.

Any reference to non-readily realisable securities is to illiquid, hard-to-price securities for which there is no, or only a limited, secondary market. These products will not be listed. All the investment products offered on this Funding Platform will be non-readily realisable securities.

These Terms govern the relationship between you and us when you access and use our Website. By accessing and continuing to use this Website, you agree to be legally bound by these Terms.

Please note that we may update and amend these Terms from time to time and any changes will be both posted on this Website and sent to all registered users by email. Any such changes shall not apply to applications that have been accepted prior to the date of the change. However, it is your responsibility to ensure you review these Terms regularly to familiarise yourself with any changes. If you do not agree with any of our Terms or changes to these then you must not use our Website.

You will be asked to agree to further terms and conditions when buying specific investment products via this Funding Platform and in all cases the offer document will cover any terms specific to each investment product. If there is any inconsistency between these Terms and any such terms and conditions, the latter terms and conditions shall prevail.


Membership

Registering as a member

You will be required to register your details and open an account to access the Funding Platform including to invest into any investment products. Short summaries of available offers can be viewed when browsing our Funding Platform hosted on the Website, but you will only be given access to detailed information about the investment products once you become a registered member.

Becoming a registered individual member involves providing us with your personal information including your name, email address, date of birth and address. You undertake to complete the registration form fully, and that all information provided is up-to-date, true, accurate and complete.

You must also provide us with the account details of the bank account from which you intend to make and receive payments (your nominated account) before we can make any interest or other payments to you. Your nominated account must be in the same name as the person who is registered as a member with us and must be held with a bank within the United Kingdom. Once you have nominated a bank account, we are required to verify that the bank account is in your name. If we cannot confirm this using our online bank account verification tool, we will require you to send us a certified copy of a bank statement header which clearly displays your name, address, sort code and account number. This must not be older than 3 months from the date you submit it to us.

We may accept or reject applications to register as a member and invest into investment products at our discretion acting reasonably.

Each registration is for a single user only. Your registration is not transferable and you must keep your registration details secure at all times, as these details will be used to identify you. You are responsible for all information and activity on this Funding Platform by any person using your details. If you authorise an agent, family member, employee or sub-contractor to use your registered member account with our Funding Platform (in contravention of these Terms), you will be responsible for the third party's activity on the account.

We have the right to disable any username or password at any time, if, in our opinion, you have failed to comply with any of the provisions of these Terms.

Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your registered member account is not you or we suspect illegal or fraudulent activity or unauthorised use.

We do not accept responsibility for any loss you or anybody else may suffer because any instructions or information sent by you or us are sent in error, fail to reach the recipient or are distorted unless such loss results from our negligence, failure to exercise reasonable skill and care, fraud or our deliberate default.

We may rely on all communications given or made by you or anyone else using your username, account number and password which we reasonably believe to have been made by you or on your behalf. You will be bound by any agreement entered into or expense incurred on your behalf in reliance upon such a communication.

We will not be responsible for any payments from your nominated account or any loss you may suffer caused by your failure to keep your registration details confidential, your fraud or your failure to comply with these Terms. We will not be responsible for any act, omission, failure, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system, or regulatory, governmental or supra-national body or authority, nor for any failure or any disruption to any communications systems required to operate in order for any monies to be transferred. We shall not be responsible if it is or becomes unlawful for us to give any instruction or make any payment required by these Terms.

You agree not to adapt or circumvent the systems in place in connection with this Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.


Advice

We can execute your application to invest in an investment product but cannot advise you on what investments to make. You acknowledge and agree that we are only executing your application and we are not providing advice to you.


Making Investments

Services we provide to registered members.

If you become a registered member for the purposes of using the Funding Platform, we agree to provide you with the following services:

The ability to:

  • invest in the investment products featured on the Funding Platform, subject to any restrictions applying to particular investment products;
  • access details of a range of investment products once we have determined that they are of an appropriate type to be offered via this Funding Platform;
  • make investments and pay for investment products via cheque or bank transfer.
  • review and download offer documents relating to investment products;
  • manage, via arrangements in place with the custodian, any proceeds from your investments on investment products when realised, through the Funding Platform from the first interest payment to the final repayment;
  • access a record of all transactions made by you for the duration of your membership;

As a condition of your use of this Funding Platform, you agree to appoint Downing as a security trustee acting on your behalf. This means that you appoint us to hold the security interests (if any) granted by a borrower to secure the repayment of the investment products. This will involve us acting as your agent with authority to:

  • arrange for any capital and interest payments to be collected from borrowers and transferred to the client account or your nominated bank account;
  • take such actions on your behalf as we deem appropriate and in our absolute discretion;
  • deduct payment of our fees, as set out in the offer documents relating to the specific investment products;
  • deduct the costs and expenses that we incur in the enforcement of the contractual agreements on your behalf (to the extent they have not already been paid by the borrowers to us) from the proceeds paid by borrowers before transferring the sums due to your nominated bank account;
  • enter into any contractual documentation with your chosen borrowers as your agent on the terms provided or made available to you beforehand, as detailed in the offer documents relating to the specific investment products.

We will provide these services subject to these Terms.

There are no charges associated with setting up a registered member account, although there will be other charges if you choose to invest in an investment product. See section headed "Charges to Investors" below. You will be able to log in at any time in order to monitor your investment portfolio and/or investments at any time through the "My Account" section of this Funding Platform.

We will carry out what we consider to be reasonable due diligence on all borrowers and investment opportunities before featuring them on this Funding Platform, and where appropriate, will explain the extent of such due diligence in the relevant offer document. However, you should conduct your own research and analysis of an investment product and seek independent advice where appropriate. Please refer to the section on "Reliance on Information Posted and Disclaimer" below for more details.


Money Laundering Checks

When you become a registered member we are required by law to undertake checks to verify your identity and undertake fraud checks and we will need to ask you for details about you in order to undertake these checks. By providing us with any personal details or any details of your business, you authorise us to carry out checks using credit reference agencies. If we cannot obtain adequate information from third party sources, we will ask you to send us certified copies (copies which have been certified as true by a solicitor or other acceptable professionally qualified individual) or originals of the relevant identification documents. This may include you providing us with your passport or driving licence. We may need to ask you for further information in order to complete the verification process.

If we are unable to verify your identity you will not be able to invest in any investment products.


Determining What Sort of Investor You Are

If you intend to invest in investments products through this Funding Platform, depending on the nature of the investment product, you will need to complete the following two exercises, in order for us to confirm that you understand the risks which are inherent in making investments in those investment products and ensure that you meet our investment criteria:

  • Categorisation: you will be asked to let us know which of the following four categories of investor you fall under (we will provide you with details of the criteria for each of the categories once you apply to invest in the investment product):
    • sophisticated investor;
    • high net worth individual;
    • advised investor; or
    • restricted investor.
  • Further details of what the criteria for these categories are will be set out when you register to use the Funding Platform. You may, at any time, choose to re-categorise yourself and we will repeat this exercise once a year in any case as required by the Financial Conduct Authority and
  • Appropriateness Test: this is a series of questions relating to investing in non-readily realisable securities and you must correctly answer a series of questions before you invest to confirm your understanding of the nature of the investment you are making.

Your Responsibilities

You should only continue to use your account if the following statements are, and continue to be, true:

  • You are resident and ordinarily reside in the UK for tax purposes;
  • You have all right, authority and capacity to entire into these Terms and to invest through the Funding Platform;
  • You are acting on your own behalf. If you are acting on behalf of a company, see below;
  • You will provide us promptly on request with a copy of any documents which we may reasonably require from time to time;
  • You will not use our services, operate any account or use this Website for any purpose which is unlawful, abusive, libelous, obscene or threatening;
  • You will ensure that you have the power, authority and approval to enter into and perform your obligations under these Terms;
  • You confirm you are 18 years of age or over;
  • You confirm you are not insolvent or bankrupt or subject to any insolvency proceedings or arrangements.

By accepting these Terms, you warrant (promise) that each of the statements above is true and accurate at all times during your being a registered member or (if longer) at all times that you have an outstanding interest in an investment product.


Can companies and trusts become registered members?

We may accept a company as a registered member for certain services, if it is a private or public limited company incorporated in the UK. The bank account specified for the purposes of the company's dealings with us must be a UK bank account in the company's name. Similar conditions will apply for Trusts.

The board of such a company will need to appoint a corporate representative to act on the company's behalf as a registered member. We may also require some additional information relating to such a company to confirm that the appropriate authorities are in place, together with appropriate identity checks.

If the company is classified under FCA rules as a "per se professional client" or a "per se eligible counterparty'' we may not be able to accept the company as a registered member, or certain restrictions may apply. Please contact crowdfunding@downing.co.uk for more details.


Terminating Your Registered Member Status

You can terminate your registered member account at any time by giving us 30 day’s written notice, by email, to crowdfunding@downing.co.uk

We can terminate your registered member account at any time by writing to you in the following circumstances:

  • Death, incapacity, or in the case of an organisation, ceasing to exist;
  • You are in breach of these Terms;
  • We believe it is necessary or desirable to terminate your registered member status for legal or regulatory reasons;
  • We decide that the account be closed on the grounds that in our reasonable opinion the continuation of the registered member status is or may be materially detrimental to this Website.

Where either you or we have given notice to terminate your registered member account and you have invested in an investment product in which your investment is outstanding, your registered member account will be suspended pending repayment or redemption of your investment product and repayment of any funds due to you (after any fees payable to us) at which stage we will close your registered member account. Following suspension of your account, you will not be able to invest in any further investment products but you will be able to access your account to monitor any outstanding investments.


Applications to Invest

Details in relation to each investment product will be set out in the related offer documentation provided on this Funding Platform. You must always read the offer document in full to understand the offer-specific terms. We do not guarantee that there will be sufficient investment products for you to invest in, or that any investment product that you would like to buy will be available to you.

Please note that once you apply to invest in an investment product you are expected to proceed, subject to the cooling off period (see below).

In certain circumstances we may not be able to fulfil your application. This could be for a number of reasons such as, but not limited to where:

  • we are unable to verify your identity;
  • the overall maximum fundraising amount for investment is reached before your application can be completed; or
  • there is insufficient demand from investors and the minimum fundraising amount is not reached;
  • the borrower is unable or unwilling to take investment at that time.

Minimum and maximum fundraising amounts will be made clear in the offer document. We will notify you once the minimum fundraising target is hit, and after the cooling off period has expired (as explained below) if you have not cancelled your application, your application to invest is unconditional and you will have to invest in the investment product.

You will have 14 days from the date that you make your application to invest to change your mind, cancel your application to invest and request the return of any monies paid without interest. Such period is referred to as the cooling off period.

Unless you notify us that you wish to cancel your application during the cooling off period, funds will, subject as set out above, be transferred to the borrower, and we will enter into any necessary contractual arrangements with the borrower or investee company acting as your agent as explained above.

We will only transfer the money from the client account to the borrower after the cooling off period has expired and once either the minimum fundraising target has been met or the offer (or the relevant portion of a multiple tranche offer) has closed.

When you make your application, the additional terms on which you are making that investment will be in the offer document.

If the offer does not reach any minimum fundraising target before the end of the specified period (which will be clear on the offer document), the investment opportunity will be removed from the active investments on this Funding Platform and any applications you have made to invest in that investment product will be cancelled. You will be notified and any monies paid in respect of the application will be returned to you without interest.

There is currently no secondary market available through which you may sell our investment products. You therefore acknowledge and agree that once you have invested in an investment product, it may not be possible to sell your investment to another party.

Where you have invested in a transferable investment product and have found a buyer for the investment product in question, that buyer must already be or must become a member of the Funding Platform and agree to the terms in force at the relevant time. You will be charged a fixed fee of £25 plus VAT towards our administration costs for facilitating such a transfer. Please refer to the contractual documents (such as bond instruments) that form part of the offer document for more details on any specific transfer restrictions and remember that each investment product is different. You should consider the lack of liquidity in your decision as to whether to invest.

If we do develop a secondary market, that secondary market does not guarantee that you will be able to find someone to whom you can transfer your investment product, whether at all or on terms acceptable to you.

Depending on the nature of the investment product, the borrower may not deduct any tax from your investment returns. It is your responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.


Paying for Your Investment Product and Receiving Proceeds of an Investment

When you apply to invest in an investment product, and subject to the necessary identification, categorisation and other checks being complete, we will send you an acceptance of your application detailing the application and the amount to be transferred and the deadline for payment. We reserve the right to cancel your investment by notice to you if cleared funds are not received by the communicated deadline.

You can make payments via bank transfer or cheque. The choice of methods may vary by offer and according to the size of the investment made.

When you make a bank transfer, we will provide details of the client account and ask you to transfer funds to such account from your nominated account in order that we can complete the transaction. This client account is for investment transactions only and is a separate account to that used for transactions relating to the day to day running of our business.

If we are unable to verify with reasonable certainty that a payment has come from your nominated bank account, the custodian may instruct our bank to return the payment to its source and will not be responsible for any delays or charges or expenses incurred by you as a result nor for any losses you may suffer including any losses that we could not reasonably have expected to occur.

We cannot complete your investment until the full amount of your investment has been paid by you and received by the custodian in cleared funds into the client account. Payments will not be made to the borrower until the borrower has complied with all its requirements as set out in the relevant offer document and in any other documents to be entered into by it on completion of the investment product and before funds are transferred to it from the client account.

Your investment funds will be held in the client account before they are used to invest in the investment product. Any (a) income or capital return paid by the borrower, or (b) proceeds following the realisation of the investment product, before being distributed to registered members, will be held in the client account. We will deduct our fees and charges from the money held in the client account, in line with the relevant offer document, before returning the net proceeds to you.

We will normally pay cheques into our bank account within one business day of receipt. Cleared funds must be in place before an order can be completed. Cheques should be made payable to "TTDL Downing Bond".

We do not pay interest on any money held in the client account whether before the money is transferred to the borrower for an investment or after the proceeds of that investment are returned from the borrower to the client account.

We will, as required by applicable laws and the Financial Conduct Authority, ensure that there are appropriate arrangements in place for an alternative provider to administer the investment product on your behalf if we are no longer able to do so.


Risks

Before you buy any investment product through this Funding Platform, you should make sure that you fully understand the risks which are set out in the relevant offer document and conduct your own due diligence on the investment product and borrower to determine whether the investment product is suitable for you on the basis of such information.

If the borrower becomes insolvent you may lose some or all of your capital. If you are in any doubt about the contents of this Funding Platform or any offer document and/or the action you should take, you should immediately consult an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of non-readily realisable securities.

All listed investment products are medium or long term investments and your capital is not readily realisable. Please read the risk pages in each of the offer documents in relation to the risks associated with any particular offer.


Communicating With You

How we will communicate with you

Most communications will be sent to you by email. However, we may telephone you to discuss matters related to you.

All documents of title, contracts and other information and documentation in relation to the investments you buy through this Funding Platform can be accessed via your portfolio.

On the rare occasion that we may need to send any printed documents, these will be sent to the last known postal address that we hold for you and we will not be responsible if you do not receive them for any reason.

You must inform us immediately of any changes to your personal details, including your postal address, your email address, your telephone numbers (mobile and landline), tax status and, if relevant, your bank details.

When we receive returned mail, emails or payments, we will take reasonable steps to contact you to get your new details. However, we do not have to send further communications to the old address or old email address.

You agree that all communications from the borrower to you and from you to the borrower shall come via us and you appoint us as your agent for these purposes.

What you must tell us:

You agree to notify us immediately if you become aware of any of the following:

  • Loss, theft or unauthorised use of your registered member log-in details;
  • That you have not received, within the expected timeframe, any promised communication such as, but not limited to, confirmation of a purchase, confirmation of completed transaction, or transfer of funds;
  • Receipt by you of a confirmation of a purchase, or of a completed transaction, which you did not place;
  • Changes in any of your circumstances as listed in these Terms.

If we send communications to you:

  • By post, to the last known postal address that we hold for you, they will be treated as received by you four business days after posting.
  • By email they will be treated as received by you immediately upon sending to the most recent email address we hold for you.

We will not ask for any acknowledgement of receipt from you in respect of communications sent in accordance with the above.

We may also communicate with you by publishing information on this Funding Platform in which case the information will be treated as received by you when it is published, for example as and when new investment products are made available. You agree to us providing you with information, including information about the nature and risks of investments by posting that information on this Funding Platform and you must check this Funding Platform regularly for up-to-date information, which we may also choose to send to you by email. Information on this Funding Platform is subject to change without notice.

If you need to contact us urgently, you should email us at crowdfunding@downing.co.uk in the first instance. You can also telephone us on 020 7416 7780 from Monday to Friday between 09.00 and 17.30 hours.


Intermediaries

If you use an intermediary in connection with your decision to invest in an investment product through this Funding Platform, your intermediary is responsible for disclosing to you their fees that relate to the advice or service that they give to you.

We may from time to time pay a commission to your intermediary on particular investments as permitted by the Financial Conduct Authority. These commissions will be fully and clearly disclosed in the relevant offer document. We may also facilitate adviser fees. In this instance, you will be asked to explicitly confirm and accept the fee which will then be deducted from your payment and order prior to investment: the amount of your investment will be the order size net of the confirmed adviser fee. In applying for an investment you are accepting all the terms set out in the offer document including any such fees or commissions.


Enforcement of Contract with the Borrower

We will enter into any contractual documentation with the borrower on your behalf as your agent. You authorise us to take any decisions necessary as agent in connection with that contractual documentation, whether at the time the contract is entered into or during the term that the contract is outstanding. This will include any such steps as we may consider necessary, in our absolute discretion, to attempt to ensure that the borrower complies with the terms of the underlying contractual arrangements.

If any investment product is secured, the security will be held in the name of Downing as security trustee. You authorise Downing to act as security trustee. As security trustee we will hold the security relating to the investment product on trust for the investors. In the event that there is an event of default in relation to the terms of any contract by the borrower or any third party that means the security becomes enforceable, the security trustee shall have your authority to take such steps as it considers appropriate in its absolute discretion to enforce the security. You acknowledge that the security trustee is not obliged to take any such steps.

We will have authority (as agent or as security trustee) to instruct third parties, such as solicitors. You agree that we (as agent or as security trustee) will pay back to investors their proportionate share of any funds successfully recovered, less our costs and expenses incurred during that recovery. All recoveries made by us will be paid into the client account less only our costs and expenses.

Where an investment product is not secured but the borrower misses a payment that was contractually due to you or only partially pays the amount due to you and the payment has not been made in full within 7 days of the due date for payment, as your agent we may (but are not obliged to) place the borrower into default and pass the debt to a debt collection agency, who may attempt to collect the total outstanding amount immediately. Any costs and expenses incurred by us or on our behalf in seeking recovery shall be deducted from the amount realised before it is available to be returned to you.

The existence of security should not be considered to be an absolute guarantee of certain repayment in the event that the borrower fails to meet any obligations it has to you.


Terms of Website Use

Accessing Our Website and Availability

Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Website (including the Funding Platform) without notice (see below). We will not be liable if for any reason our Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Website, or our entire Website, to users who have registered with us. We will try to inform you in advance of any such suspension through a general notice on this Website but this may not always be practicable.

Whilst we endeavour to ensure that this Website is normally available 24 hours a day, we cannot promise that our Website will be free from errors or omissions nor that it will be available uninterrupted and in a fully operating condition. This Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. We will not be liable to you or to any other person in the event that all or any part of this Website is discontinued, modified or changed in any way. We do not accept liability arising from any errors, omissions, interruptions of service or delays that may occur in connection with this Website.

We shall not be liable for any failure, any suspension or any termination of access to this Website in connection with or arising out of an event beyond our reasonable control. In these Terms, an event beyond our reasonable control shall include, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident or breakdown of plant or machinery, interruption or failure in communications networks and facilities (including the internet), computer viruses, unauthorised access, theft, operator errors, fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents.

You are responsible for making all arrangements necessary for you to have access to our Website.


Your Use of This Website

You agree that you will not use this Website in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity or that is fraudulent, or has any unlawful or fraudulent purpose or effect. Furthermore, you agree not to do anything that may cause damage to this Website or our servers, systems or equipment or those of third parties, nor access any users' data or penetrate or circumvent any Website security measures or attempt to do any such acts.

You agree not to give any indication that you have any commercial relationship with us, or that you are our agent or that we have endorsed any of your activities.

You accept that you are able to stop using this Website at any time and at your sole discretion. We reserve the right to suspend, restrict or terminate your access to this Website or any part of it at any time at our sole discretion.

We may also ban or suspend you as a user of the Funding Platform.


Licence

You hereby grant to us a non-exclusive, worldwide, perpetual, royalty-free, irrevocable licence (including the right to sub-license) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform or display any content (in whole or part) you upload, post or email and/or to incorporate such content in other works in any form, media or technology now known or developed. This may include personal information such as your user or pen name and your expressions of opinion.

You hereby waive any moral rights that you may have in regard to any content (in whole or part) you upload, post or email.


Sanctions

As soon as we are made aware of activities that breach our Terms or our privacy policy, prompt action will be taken. If you witness such breaches, please notify us at crowdfunding@downing.co.uk immediately.

We may at any time move, modify or remove any content or take further legal action as a result of breaches or suspected breaches of our Terms or our privacy policy, any applicable laws or regulations, or where our rights or third party rights are threatened or infringed.


Intellectual Property Rights

We (or our licensors or other third parties whom we permit to place material or links on this Website), are the owner or the licensee of all copyright and other intellectual property rights in our Website, and in the material published on it. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

The names, images and logos identifying us, companies in our group, our partners or third parties and our/their products and services are proprietary marks and may not be reproduced or otherwise used without express permission.

The contents of this Website including (without limitation) web pages, computer codes of elements comprising this Website, and any software provided to you by us may not be copied, reproduced, communicated and/or made available to the public, republished, downloaded, posted, recorded, broadcast or transmitted or used in any other way except for your own personal, private and non-commercial use, unless otherwise expressly permitted by us.

You may print off one copy, and may download extracts, of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged.

You must not use any part of the materials on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our Website in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

This restriction does not include your ability to use any of our "sharing" functions (for example, liking and sharing our Website on Facebook) in accordance with that third party's own terms and conditions.


Our Website Changes Regularly

We aim to update our Website regularly, and may change the content at any time. If the need arises, we may suspend access to our Website, or close it indefinitely. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.

What will not change are the details of an individual offer once published. You will receive an electronic copy of all offer documents that you view online, and you should save the PDF as a permanent record of the investment opportunity. You should use the offer document only as the basis for any investment decision.


Reliance On Information Posted and Disclaimer

While we endeavour to ensure that the information on this Website is correct, we make no promise or commitment regarding the accuracy and completeness of the material on this Website. Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. Save where we have not performed our services with reasonable skill and care and as far as we are legally able to, we disclaim all liability and responsibility arising from any reliance placed on such information, commentary and materials by any visitor to our Website, or by anyone who may be informed of any of its contents.

Our Website displays materials containing information supplied by third parties subject to the terms of our responsibilities [above] [below]. We shall not be responsible for the content of third party materials or information, except to the extent that we have expressly accepted such responsibility or that it was our legal obligation to verify such information.

None of the materials or information on this Website are intended to amount to, or should be seen as, advice, or a recommendation to buy or sell any investment product or enter into any transaction.

Comments made on the Website by Members of the Funding Platform on investment products are the personal views of members. No reliance should be placed on such views and we take no responsibility for these views which do not form part of the investment offer. Only the offer document Issued by the borrower and checked by Downing LLP may be relied upon.

You should consider whether any investment product or transaction is suitable or appropriate for you and take such independent advice as you consider is appropriate.

We will conduct what we consider to be a reasonable level of due diligence on investments products offered via this Funding Platform, and the level of such due diligence may be detailed in the specific offer document. It does not, however, validate claims made by the borrower.


Viruses, Hacking and Other Offences

You must not misuse our Funding Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Funding Platform, the server on which our Funding Platform is stored or any server, computer or database connected to our Funding Platform. You must not attack our Funding Platform via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Funding Platform will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Funding Platform or to your downloading of any material posted on it, or on any website linked to it.


Linking to Our Website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice. This Website from which you are linking must comply in all respects with the content standards set out above.

If you wish to make any use of material on our Website other than that set out above, please address your request to crowdfunding@downing.co.uk


links From our Website

Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

User-created Content

You are responsible for all content you post. This Funding Platform and any applications may include comments capability, bulletin boards, discussion groups and other public areas or features that allow feedback to us and interaction between registered members and our representatives in forums. While we do not control the information/materials posted to such forums by users, we reserve the right (which we may exercise at our sole discretion without notice) to delete, move or edit any messages you post including any containing such information or materials and, acting reasonably, to terminate your access to and use of the forums.

You are solely responsible for the content of your messages. You must comply with any rules posted by us on any forum. You must not:

  • post, link or otherwise publish any messages that infringe copyright, are illegal, libelous, defamatory, abusive or threatening;
  • transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
  • use the Funding Platform for any purpose other than to invest or consider investing in investment products.

We cannot guarantee the accuracy, integrity or quality of any messages posted by other members of the Funding Platform. Some users may breach these Terms and post messages that are misleading, untrue or offensive. You must bear all risk associated with your use of the forum and must not rely on messages when you make (or refrain from making) any specific investment or other decision.

It is not possible for us fully and effectively to monitor messages to check for infringement of third-party rights. If you believe that any content infringes your legal rights, you should notify us by email on crowdfunding@downing.co.uk.


Conflicts of Interest

We operate a conflicts of interest policy which is available on request. In the event that any conflicts of interest arise which we cannot effectively manage, we will not be in a position to provide our services to you. We will specify each conflict of interest that exists in the offer document for each investment product and, as appropriate, specify the steps that we are taking to manage it.

You acknowledge and agree that we may effect transactions for you in which we or a member of our group of companies has, directly or indirectly, a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you.

Where we or a member of our group of companies has, directly or indirectly, a material interest or a relationship of any description with a borrower, neither we nor any of our group companies shall be required to account to you for any profit, commission or remuneration made or received from or by reason of such interest or relationship.


Fees and Charges

We make charges for our services. We will normally charge an annual administration fee as a % of the amount invested in an investment product. This will either be deducted from the gross proceeds of investment that is paid by the borrower to the client account before we make available your net proceeds for distribution to you or will be paid directly to us by the borrower. We may reduce this fee in certain instances, including "Early Bird" offers or where Investors introduce new members of this Funding Platform and these members go on to make an investment through the Funding Platform.

We also charge the borrower an up-front fee to cover the costs incurred by us in bringing the investment product to the Funding Platform, which may include due diligence costs, legal fees, valuation reports and other market surveys.

Details of all our charges will be clearly stated in the relevant offer document.


General Terms & Conditions

Our Liability

Nothing in these Terms shall restrict your statutory rights (including your rights to receive a reasonable standard of service, more details about which can be obtained from your local Trading Standards Office or Citizen's Advice Bureau), nor shall anything in these Terms exclude or limit our liability for death or personal injury resulting from our negligence or from any fraud or fraudulent misrepresentation nor any other liability which cannot be excluded or limited under applicable law.

Nothing in these Terms excludes or limits our liability under the Financial Services and Markets Act 2000 or any rules or requirements of the Financial Conduct Authority.

If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the process.

We have exercised reasonable skill and care in undertaking due diligence on investment products. However, we cannot guarantee that your assessment of such investment products would be the same as ours. You acknowledge and agree that you must conduct your own independent assessment of the investment product and, unless we fail to exercise reasonable skill and care, you acknowledge and agree that we are not liable to you for any loss or damage you suffer from the results of our due diligence on investment products.

You acknowledge and agree that we will not be liable to you for any third party failures that impact you or our ability to provide services to you including, without limitation, where such failures are by the borrower, custodian or any bank involved in the service.

We will also not be liable for loss or damage that results from our failure to comply with these Terms that fall into the following categories (whether direct or indirect):

  • loss of income or revenue;
  • loss of business;
  • loss of profits;
  • loss of anticipated savings;
  • loss of data;
  • loss of expected returns;
  • losses that were not caused by our breach;
  • damage from the use of (or failure to use) or reliance on this Website or any information provided in it;
  • waste of management or office time.

However, this will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded or limited elsewhere in these terms.

Subject to the above, our maximum aggregate liability to you in respect of each transaction using the Funding Platform whether in contract, tort (including negligence), shall in all circumstances be limited to the greater of (i) a sum equal to 200% of the fees and charges we receive related to your investment in the investment product or (ii) £5,000.

Subject to the above terms, our maximum aggregate liability to you for any other use of the Website (including the Funding Platform) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £5,000 which you acknowledge and agree is reasonable.

The material displayed on our Website is provided "as is" without any promises or commitments as to its accuracy unless expressly stated otherwise in these terms. To the extent permitted by law and the rules of the Financial Conduct Authority, we, other members of our group of companies and third parties connected to us hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.


Other Matters Relating to These Terms

Your rights under these Terms are personal to you and you may not transfer them to anyone else. Your obligations under these Terms may not, without our prior written agreement, be performed by anybody else.

A person who is not a party to these Terms will have no rights to enforce any of these Terms.

If any of the terms in these Terms are not consistent with the law in force at the time, the terms of the law take priority.


Severance

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.


Law and Jurisdiction

These Terms are governed by English law and you can bring legal proceedings in the English courts in relation to any claim arising from, or related to, your use of our Website. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts in relation to any claim arising from, or related to, your use of our Website. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or the English courts in relation to any claim arising from, or related to, your use of our Website. We retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.

This Funding Platform is intended for users in the United Kingdom. We make no representations that the materials and Funding Platform are suitable for users outside the United Kingdom, and if you choose to access this Funding Platform from outside of the United Kingdom you are solely responsible for ensuring compliance with all relevant local laws.


Your Concerns

We welcome your feedback and would like to hear from you if you have any complaints or suggestions on how we might improve our service, or you have any concerns about material which appears on our Funding Platform. In each case please contact crowdfunding@downing.co.uk. You can also write to: Compliance Officer, Downing LLP, Ergon House, Horseferry Road, London SW1P 2AL.

If you have any complaints about our service, we will handle them in accordance with our complaints procedure. Our complaints procedure has been established in accordance with the rules set out by the Financial Conduct Authority. A copy of our complaint handling procedure is available upon request.

After we have had an opportunity to investigate your concerns, we will issue you with a final response. Depending on the nature of your complaint and if you remain dissatisfied with our response, you may have the right to refer your case to the Financial Ombudsman Service at Exchange Tower, London, E14 9SR; telephone 0800 023 4567; or e-mail complaint.info@financial-ombudsman.org.uk.

We will advise you if this right of referral applies to you.

If you are unhappy with any product you have received from a borrower or other third party, you should direct your complaint directly to them.


Compensation

The Financial Services Compensation Scheme (FSCS) deposit protection scheme does not apply to Downing Crowd Bonds. It does, however, apply to funds held in the client money account prior to investment in Downing Crowd Bonds or once the proceeds of that investment are returned from the borrower. The client money account is held by Thompson Taraz Depositary Limited at the Royal Bank of Scotland Plc. Downing LLP is authorized and regulated by the FCA and is responsible for arranging and promoting the Downing Crowd Bonds. Under the FSCS investment protection scheme there may be circumstances in which investors can claim up to £50,000 of compensation where Downing LLP is unable or unlikely to honour legally enforceable obligations against it (e.g. claims for fraud or misrepresentation). However, investors will not be able to claim under the FSCS simply because a bond fails to repay capital or pay interest. This is unlikely to significantly affect the risk of investing in the Downing Crowd Bonds. For more details on the FSCS and its eligibility criteria click here: http://www.fscs.org.uk/what-we-cover/.

If the bank or building society holding your money in the client account becomes insolvent, you may be able to claim compensation from the FSCS. In such an event, we will inform you of the identity of the credit institution to enable you to pursue such claim. Further details are available from the FSCS, whose address is 10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU and telephone contact details are 0800 678 1100, the web address is www.fscs.org.uk.

In the event of our insolvency, we may enter into arrangements with an appropriately qualified third party service provider, in order to wind up any outstanding investment products. You will be notified of any such arrangements if and when these become relevant to you.

These terms and conditions were last updated on 19th December 2016

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